when i installed dcom98, to get the zbrush activation working, it added services.exe, wineboot.exe, winedevice.exe to the application settings and set their windows version to "use global settings". It also set DLL overrides for ole32, oleaut32, and rpcrt4 to builtin per exe. to get both zbrush and utorrent running at the same time just remove those settings AFTER you activate zbrush. dcom98 doesn't seem to work without those settings. @dimesio - if that's what you meant by overrides, i guess that's what the problem was. thanks for you help